Delaware | 31-1469076 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Proposed | Proposed | |||||||||||||||||||||
Maximum | Maximum | Amount of | ||||||||||||||||||||
Title of Securities | Amount to be | Offering Price | Aggregate | Registration | ||||||||||||||||||
to be Registered | Registered (1) | Per Share | Offering Price | Fee | ||||||||||||||||||
Class A Common
Stock, par value
$0.01 per share |
3,000,000 shares | $ | 73.30 | (2) | $ | 219,900,000 | $ | 25,531 | ||||||||||||||
Series A
Participating
Cumulative
Preferred Stock
Purchase Rights (3) |
||||||||||||||||||||||
(1) | In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement on Form S-8 also covers an indeterminate number of shares that may be necessary to adjust the number of shares reserved for delivery pursuant to the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan (the Plan) in accordance with the anti-dilution provisions of the Plan as the result of a stock split, reverse stock split, stock dividend, recapitalization or other similar transaction or adjustment affecting the Class A Common Stock of Abercrombie & Fitch Co. (the Registrant) as specified in such anti-dilution provisions. | |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act and computed on the basis of the average of the high and low sales prices for a share of Class A Common Stock as reported on the New York Stock Exchange on July 28, 2011. | |
(3) | Series A Participating Cumulative Preferred Stock Purchase Rights (the Rights) evidence the right to purchase under certain conditions, one one-thousandth of a share of Series A Participating Cumulative Preferred Stock of the Registrant. The Registrant is required to deliver .50 Right, subject to adjustment, with each share of Class A Common Stock that becomes outstanding until the distribution date for the Rights, at which date the Rights will commence trading separately from the shares of Class A Common Stock. Prior to the distribution date, the Rights trade together with the Class A Common Stock. The value attributable to the Rights, if any, is reflected in the market price of the Class A Common Stock. |
(i) | the Annual Report on Form 10-K of the Registrant for the fiscal year ended January 29, 2011, filed with the Commission on March 29, 2011 (the Annual Report); |
(ii) | the Quarterly Report on Form 10-Q of the Registrant for the quarterly period ended April 30, 2011, filed with the Commission on June 8, 2011; |
(iii) | the Current Reports on Form 8-K (excluding any information furnished under Items 2.02 or 7.01 thereof) of the Registrant filed with the Commission on January 31, 2011, February 16, 2011, February 18, 2011, May 23, 2011 and June 17, 2011; |
(iv) | the description of the Class A Common Stock, par value $0.01 per share (the Class A Common Stock), of the Registrant contained in the Registrants Quarterly Report on Form 10-Q for the quarterly period ended August 3, 2002, filed with the Commission on September 16, 2002, as amended by the description of the Class A Common Stock contained in the Current Report on Form 8-K filed by the Registrant with the Commission on June 16, 2009 and the Current Report on Form 8-K filed by the Registrant with the Commission on June 17, 2011, together with any subsequent amendments or reports filed for the purpose of updating such description; and |
(v) | the description of the Series A Participating Cumulative Preferred Stock Purchase Rights of the Registrant contained in the Registrants Form 8-A/A (Amendment No. 5), dated November 3, 2009 and filed with the Commission on that date, amending the Registrants Registration Statement on Form 8-A, dated July 21, 1998 and filed with the Commission on that date, as previously amended by Amendment No. 1 thereto, dated April 23, 1999 and filed with the Commission on April 26, 1999, Amendment No. 2 thereto, dated September 19, 2001 and filed with the Commission on that date, Amendment No. 3 thereto, dated August 6, 2003 and filed with the Commission on that date, and Amendment No. 4 thereto, dated June 12, 2008 and filed with the Commission on that date, together with any subsequent amendments or reports filed for the purpose of updating such description. |
1
2
3
4
4.1 | Amended and Restated Certificate of Incorporation of Abercrombie & Fitch Co. as filed with
the Delaware Secretary of State on August 27, 1996, incorporated herein by reference to
Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended
November 2, 1996 (File No. 001-12107) |
|||
4.2 | Certificate of Designation of Series A Participating Cumulative Preferred Stock of
Abercrombie & Fitch Co. as filed with the Delaware Secretary of State on July 21, 1998,
incorporated herein by reference to Exhibit 3.2 to the Registrants Annual Report on Form 10-K
for the fiscal year ended January 30, 1999 (File No. 001-12107) |
|||
4.3 | Certificate of Decrease of Shares Designated as Class B Common Stock as filed with the
Delaware Secretary of State on July 30, 1999, incorporated herein by reference to Exhibit 3.3
to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1999
(File No. 001-12107) |
|||
4.4 | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of
Abercrombie & Fitch Co., as filed with the Delaware Secretary of State on June 16, 2011,
incorporated herein by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K
dated and filed on June 17, 2011 (File No. 001-12107) |
|||
4.5 | Certificate regarding Approval of Amendment to Section 2.03 of Amended and Restated Bylaws of
Abercrombie & Fitch Co. by Stockholders of Abercrombie & Fitch Co. at Annual Meeting of
Stockholders held on June 10, 2009, incorporated herein by reference to Exhibit 3.1 to the
Registrants Current Report on Form 8-K dated and filed June 16, 2009 (File No. 001-12107) |
|||
4.6 | Certificate regarding Approval of Addition of New Article IX of Amended and Restated Bylaws
by Board of Directors of Abercrombie & Fitch Co. on June 10, 2009, incorporated herein by
reference to Exhibit 3.2 to the Registrants Current Report on Form 8-K dated and filed June
16, 2009 (File No. 001-12107) |
|||
4.7 | Amended and Restated Bylaws of Abercrombie & Fitch Co. (reflecting amendments through June
10, 2009), incorporated herein by reference to Exhibit 3.6 to the Registrants Quarterly
Report on Form 10-Q for the quarterly period ended August 1, 2009 (File No. 001-12107) |
|||
4.8 | Rights Agreement, dated as of July 16, 1998, between Abercrombie & Fitch Co. and First
Chicago Trust Company of New York, incorporated herein by reference to Exhibit 1 to the
Registrants Registration Statement on Form 8-A dated and filed July 21, 1998 (File No.
001-12107) |
|||
4.9 | Amendment No. 1 to Rights Agreement, dated as of April 21, 1999, between Abercrombie & Fitch
Co. and First Chicago Trust Company of New York, incorporated herein by reference to Exhibit 2
to the Registrants Amendment No. 1 to Form 8-A dated April 23, 1999 and filed April 26, 1999
(File No. 001-12107) |
|||
4.10 | Certificate of adjustment of number of Rights associated with each share of Class A Common
Stock, dated May 27, 1999, incorporated herein by reference to Exhibit 4.6 to the Registrants
Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1999 (File No.
001-12107) |
|||
4.11 | Appointment and Acceptance of Successor Rights Agent, effective as of the opening of business
on October 8, 2001, between Abercrombie & Fitch Co. and National City Bank, incorporated
herein by reference to Exhibit 4.6 to the Registrants Quarterly Report on Form 10-Q for the
quarterly period ended August 4, 2001 (File No. 001-12107) |
5
4.12 | Amendment No. 2, dated as of June 11, 2008, to the Rights Agreement, dated as of July 16,
1998, between Abercrombie & Fitch Co. and National City Bank (as successor to First Chicago
Trust Company of New York), as Rights Agent, incorporated herein by reference to Exhibit 4.01
to the Registrants Form 8-A/A (Amendment No. 2), dated and filed June 12, 2008 (File No.
001-12107) |
|||
4.13 | Appointment and Acceptance of Successor Rights Agent, effective as of the opening of business
on November 2, 2009, between Abercrombie & Fitch Co. and American Stock Transfer & Trust
Company, LLC (as successor to National City Bank), as Rights Agent, incorporated herein by
reference to Exhibit 4.6 to the Registrants Form 8-A/A (Amendment No. 5), dated and filed
November 3, 2009 (File No. 001-12107) |
|||
4.14 | Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan, incorporated
herein by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K dated and
filed on June 17, 2011 (File No. 001-12107) |
|||
5.1 | Opinion of Vorys, Sater, Seymour and Pease LLP regarding the validity of securities being registered |
|||
15.1 | Awareness Letter of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm |
|||
23.1 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm |
|||
23.2 | Consent of Vorys, Sater, Seymour and Pease LLP (included in Exhibit 5.1) |
|||
24.1 | Power of Attorney |
(a) | The undersigned Registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; | ||
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; | ||
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
6
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | ||
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | ||
(c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
7
ABERCROMBIE & FITCH CO. |
||||
By: | /s/ Ronald A. Robins, Jr. | |||
Ronald A. Robins, Jr. | ||||
Senior Vice President, General Counsel and Secretary |
||||
Signature | Title | |||
/s/ Michael S. Jeffries
|
Chairman, Chief Executive Officer and Director | |||
/s/ James B. Bachmann*
|
Director | |||
/s/ Lauren J. Brisky*
|
Director | |||
/s/ Michael E. Greenlees*
|
Director | |||
/s/ Archie M. Griffin*
|
Director | |||
/s/ Kevin S. Huvane*
|
Director | |||
/s/ John W. Kessler*
|
Director | |||
/s/ Elizabeth M. Lee*
|
Director | |||
/s/ Jonathan E. Ramsden
|
Executive Vice President and Chief
Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|||
/s/ Craig R. Stapleton*
|
Director |
* | The above-named directors of the Registrant sign this Registration Statement by Ronald A. Robins, Jr., their attorney-in-fact, pursuant to the Power of Attorney signed by each of the above-named directors, which Power of Attorney is filed with this Registration Statement on Form S-8, all in the capacities indicated and on August 8, 2011. |
By: | /s/ Ronald A. Robins, Jr. | ||
Ronald A. Robins, Jr. | |||
Attorney-in-Fact |
8
Exhibit No. | Description | Location | ||||
4.1 | Amended and Restated
Certificate of
Incorporation of
Abercrombie & Fitch Co. as
filed with the Delaware
Secretary of State on
August 27, 1996
|
Incorporated herein by reference to Exhibit 3.1 to the Quarterly Report of Abercrombie & Fitch Co. (the Registrant) on Form 10-Q for the quarterly period ended November 2, 1996 (File No. 001-12107) | ||||
4.2 | Certificate of Designation
of Series A Participating
Cumulative Preferred Stock
of Abercrombie & Fitch Co.
as filed with the Delaware
Secretary of State on July
21, 1998
|
Incorporated herein by reference to Exhibit 3.2 to the Registrants Annual Report on Form 10-K for the fiscal year ended January 30, 1999 (File No. 001-12107) | ||||
4.3 | Certificate of Decrease of
Shares Designated as Class
B Common Stock as filed
with the Delaware Secretary
of State on July 30, 1999
|
Incorporated herein by reference to Exhibit 3.3 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1999 (File No. 001-12107) | ||||
4.4 | Certificate of Amendment of
the Amended and Restated
Certificate of
Incorporation of
Abercrombie & Fitch Co., as
filed with the Delaware
Secretary of State on June
16, 2011
|
Incorporated herein by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K dated and filed on June 17, 2011 (File No. 001-12107) | ||||
4.5 | Certificate regarding
Approval of Amendment to
Section 2.03 of Amended and
Restated Bylaws of
Abercrombie & Fitch Co. by
Stockholders of Abercrombie
& Fitch Co. at Annual
Meeting of Stockholders
held on June 10, 2009
|
Incorporated herein by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K dated and filed June 16, 2009 (File No. 001-12107) | ||||
4.6 | Certificate regarding
Approval of Addition of New
Article IX of Amended and
Restated Bylaws by Board of
Directors of Abercrombie &
Fitch Co. on June 10, 2009
|
Incorporated herein by reference to Exhibit 3.2 to the Registrants Current Report on Form 8-K dated and filed June 16, 2009 (File No. 001-12107) | ||||
4.7 | Amended and Restated Bylaws
of Abercrombie & Fitch Co.
(reflecting amendments
through June 10, 2009)
|
Incorporated herein by reference to Exhibit 3.6 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended August 1, 2009 (File No. 001-12107) | ||||
4.8 | Rights Agreement, dated as
of July 16, 1998, between
Abercrombie & Fitch Co. and
First Chicago Trust Company
of New York
|
Incorporated herein by reference to Exhibit 1 to the Registrants Registration Statement on Form 8-A dated and filed July 21, 1998 (File No. 001-12107) | ||||
4.9 | Amendment No. 1 to Rights
Agreement, dated as of
April 21, 1999, between
Abercrombie & Fitch Co. and
First Chicago Trust Company
of New York
|
Incorporated herein by reference to Exhibit 2 to the Registrants Amendment No. 1 to Form 8-A dated April 23, 1999 and filed April 26, 1999 (File No. 001-12107) | ||||
4.10 | Certificate of adjustment
of number of Rights
associated with each share
of Class A Common Stock,
dated May 27, 1999
|
Incorporated herein by reference to Exhibit 4.6 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1999 (File No. 001-12107) |
9
Exhibit No. | Description | Location | ||||
4.11 | Appointment and Acceptance
of Successor Rights Agent,
effective as of the opening
of business on October 8,
2001, between Abercrombie &
Fitch Co. and National City
Bank
|
Incorporated herein by reference to Exhibit 4.6 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended August 4, 2001 (File No. 001-12107) | ||||
4.12 | Amendment No. 2, dated as
of June 11, 2008, to the
Rights Agreement, dated as
of July 16, 1998, between
Abercrombie & Fitch Co. and
National City Bank (as
successor to First Chicago
Trust Company of New York),
as Rights Agent
|
Incorporated herein by reference to Exhibit 4.01 to the Registrants Form 8-A/A (Amendment No. 2), dated and filed June 12, 2008 (File No. 001-12107) | ||||
4.13 | Appointment and Acceptance
of Successor Rights Agent,
effective as of the opening
of business on November 2,
2009, between Abercrombie &
Fitch Co. and American
Stock Transfer & Trust
Company, LLC (as successor
to National City Bank), as
Rights Agent
|
Incorporated herein by reference to Exhibit 4.6 to the Registrants Form 8-A/A (Amendment No. 5), dated and filed November 3, 2009 (File No. 001-12107) | ||||
4.14 | Amended and Restated
Abercrombie & Fitch Co.
2007 Long-Term Incentive
Plan
|
Incorporated herein by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K dated and filed on June 17, 2011 (File No. 001-12107) | ||||
5.1 | Opinion of Vorys, Sater,
Seymour and Pease LLP
regarding the validity of
securities being registered
|
Filed herewith | ||||
15.1 | Awareness Letter of
PricewaterhouseCoopers LLP,
Independent Registered
Public Accounting Firm
|
Filed herewith | ||||
23.1 | Consent of
PricewaterhouseCoopers LLP,
Independent Registered
Public Accounting Firm
|
Filed herewith | ||||
23.2 | Consent of Vorys, Sater,
Seymour and Pease LLP
(included in Exhibit 5.1)
|
Filed herewith | ||||
24.1 | Power of Attorney
|
Filed herewith |
10